Bylaws and Policies of the Antique Tribal Art Dealers Association, Inc. (ATADA)

Bylaws and Policies

ATADA Objectives

ATADA was formed to represent professional dealers of antique tribal art. Our objectives are to promote professional conduct among dealers and to educate the public in the valuable role of tribal art in the wealth of human experience. We will develop informed opinions and practices by publications, educational grants and legal activism. Those actions will be supported by newsletters, seminars, and the formation of action committees. It is our intent to monitor and publicize legislative efforts and government regulations concerning trade in tribal art, and to assess public reaction. To attain our objectives, we will actively seek suggestions from other organizations and individuals with similar interests.

ATADA Goals

Soon after it was established, the Antique Tribal Art Dealers Association (ATADA) issued a statement of goals. Among these was the assurance that "the materials and goods utilized or accorded reverence by functioning religious or cultural communities, as part of their system of religious beliefs or practices, should receive appropriate protection from commercial exploitation and market pressures. Tribal leaders, dealers in tribal arts and appropriate government officials should work together to establish norms and procedures for ensuring that protection. Concern for the protection of legitimate, ongoing religious beliefs and practices, however, should not constitute grounds for objection to trade in objects that are no longer of religious significance to any extant culture, whether due to extinction of the religious system or the fact that the object itself has lost whatever religious significance it might once have had. Nor should such concerns interfere with the right of the legitimate owners of ceremonial objects to dispose of those objects as they see fit, as long as no applicable laws are violated."

All too often, when the questions asked are of an emotional nature, such as those of religious freedom and persecution, lines are arbitrarily drawn and people or organizations are designated "for us" or "against us" , often without accessing the facts or while using an unrealistic set of measurements. It should not be construed that because the Antique Tribal Art Dealers Association wants the language of NAGPRA solidified and definitions made explicit that the organization is "against" NAGPRA per se. We feel that NAGPRA is timely and appropriate but feel that the letter of the law should follow the spirit in which it was written.

ATADA and its members have a history of supporting Native American religious practices and have acted numerous times to protect and encourage these practices. For example, in 1991, Ramona Morris, the past Executive Director of ATADA, and her family returned an Ahayu:da to the Zuni people. This carving, in private collections for decades, was thought to be lost and was no longer being actively sought by Zuni. This was not publicized but the Zuni community and the Museum of Indian Arts and Culture - Laboratory of Anthropology in Santa Fe NM, who handled the repatriation, were cognizant that the donation was made voluntarily. The late Richard Dillingham, a well known artist and collector, made a similar donation at that time.

ATADA has also circulated notices of stolen objects for Zuni at their request, as well as for Hopi on our own initiative and for various museums and collectors. This service is offered to any tribe, museum or individual. One of the major points we stress as an organization is that we deal only in objects of clear title. We also discourage our membership from dealing in objects of a sensitive nature. We guarantee the authenticity of our objects and encourage the public to educate themselves in the cultures these objects represent and the roles they played within the cultures. This can only promote better understanding.

To further this understanding, and to promote greater awareness in the Native American community itself, in 1997, ATADA established a scholarship for Native American students of Native American art history. In that year the scholarship was used to send a student to the biennial Native American Art Studies Association conference in Berkeley, CA. This conference is a forum where scholars and students present the results of current research in traditional and contemporary Native American art, often outlining the content of major forthcoming publications.

AMENDED BYLAWS

OF THE

ANTIQUE TRIBAL ART DEALERS ASSOCIATION, INC.

A Nonprofit Corporation

February 20, 1997

as amended September 1, 2007

. . .

ARTICLE I

MEMBERSHIP

Classes of Members

Section 1. There are two (2) classes of members: Full Members and Associates.

Voting Rights

Section 2. Each Full Member of the Corporation shall be entitled to one vote on all matters coming before any meeting of the members of the Corporation.

Section 2.1. Associates may attend general meetings but shall not have the right to vote on matters of the Corporation or to advertise their Associate status.

Definitions for the Purpose of Full Membership

Section 3. "Tribal" means a group of people with a shared culture.

Section 3.1. "Antique" material means material that is at least fifty (50) years old. Exceptions will be defined in the vetting guidelines addendum.

Section 3.2. An Antique Tribal Art Dealer is an individual, partnership or corporation actively engaged in buying and selling Antique Tribal Art and Artifacts.

Section 3.3. Book Dealers, museum curators and directors, restorers, appraisers and auction houses engaged in the areas of Antique Tribal Art are considered to be Dealers for the purpose of the Corporation.

Requirements for Full Membership

Section 4. An individual or business entity of good character, reputation, and credit standing that has been actively engaged in an Antique Tribal Art - Artifact business for two (2) years (or such shorter period, if applicable, set forth in Sections 4.1 through 4.2), is eligible to apply for Full Membership.

Section 4.1. An individual or business entity that is an active member of a national association of the International League of Antique Tribal Art Dealers is eligible for Full Membership after one (1) year's residence in the United States and active Antique Tribal Art Dealing.

Section 4.2. Upon death or disability of a Full Member of the Corporation or dissolution of his/her business, the Board of Governors, in its sole discretion, may relax the otherwise applicable time requirements as stated in Sections 4.0 through 4.1, in the case of an application by (a) any Corporation Member of the Association affiliated with such Full Member, or (b) any individual who succeeded to the principal controlling ownership in the Antique Tribal Art business operated by such Full Member.

Procedure for Election to Full Membership

Section 5. Each candidate for membership must apply by completing forms and providing other information as may from time to time be required by the Corporation and in addition, a recommendation in writing from two (2) Full Members who have been such member for two (2) years must be submitted. Upon completion, the application shall be reviewed by the Membership Committee and presented to the Board of Governors for a vote within thirty (30) days. The name of the applicant, the name of the recommending member, and the recommendation of the Board shall be circulated among the members for comment. After thirty (30) days all relevant information shall be reviewed by the Board for a final decision.

Requirements for Associate Membership

Section 6. Associate status is available, for a yearly fee to be set by the Board, to any interested party, subject to the approval of the Board.

Individuality of Membership

Section 7. Membership in the Corporation is personal to the Member and cannot be assigned, devised, passed, sold or in any other manner transferred, directly or indirectly, to another individual or any business entity, provided however, that upon death or disability of a Full Member or the dissolution of his/her business, the membership of such Member shall continue for an interim period of six (6) months, during which time, an application for successor Full Membership may be considered by the Board of Governors under Article I, Section 4.2.

Notice of Election to Membership

Section 8. Each applicant elected to Full Membership shall be sent a notice of election and an invoice for the entrance fee. No newly elected Member is entitled to any of the privileges of membership until such fees have been paid to the Corporation. If the amount due is not paid within sixty (60) days after the invoice has been sent, the election may be canceled by the Board of Governors.

Notice of Rejection from Membership

Section 9. Each candidate whose application for membership is rejected shall be so notified, and, on written request, shall be furnished with a statement of the reasons for such rejection and shall be permitted to submit to the Membership Committee additional information bearing on the application which shall be considered, along with the original, at the next regularly scheduled meeting of the Board of Governors. No candidate rejected by the Board of Governors shall be eligible to apply again for membership for one (1) year thereafter.

Resignation

Section 10. Any members desiring to resign from the Corporation shall notify the Secretary/Treasurer in writing, and the acceptance of the resignation by the Board of Governors shall terminate the membership. No resignation shall exempt such member from payment of any debt which may be due the Corporation at the time.

Forfeiture of Membership

Section 11. A Full Member or Associate shall be automatically expelled for unexcused failure to pay such dues and assessments as are owing after a period of ninety (90) days after the notice of such amounts has been sent.

Section 12. A member of the Corporation may be expelled for an action or actions which endanger the good order, welfare, character, or reputation of the organization, or which would have been a ground for denial of membership had the individual not been a member, or for a material misstatement in the member's original application for membership. On receipt of a complaint to the Corporation against a member, the Board shall determine whether an action warranting expulsion has been alleged. In such case, the Board shall notify the member of the nature of the complaint and afford the member an opportunity to appear in person to present his/her case, in addition to presenting it in writing. After such hearing, the Board may, by vote of two-thirds (2/3) of the Board of Governors present, vote to expel such member and such expulsion shall be effective immediately on such vote.

Termination of Rights in Property

Section 13. Resignation, death, or expulsion shall terminate a member's right in property of the Corporation, and shall terminate, as well, the right to display the Corporation's plaque and the right to use the Corporation's name and registered logo in any way.

ARTICLE II

BOARD OF GOVERNORS

Power of the Board

Section 1. The governance of the Corporation and the administration of its business and affairs shall be vested in a Board of Governors, which shall have and exercise all power and authority permitted by the Articles of Incorporation and these Bylaws. The Board of Governors may make such rules and regulations for the management of the Corporation not inconsistent with the Articles of Incorporation and these Bylaws as it may deem expedient.

Membership and Terms of Members

Section 2. The Board of Governors shall consist of the immediate Past President, the Newsletter Editor, the National Officers (if such Officers have been elected under the provisions of Articles III and IV of these Bylaws) and, in addition, thirteen (13) individuals who shall be Full Members of the Corporation in good standing. The thirteen (13) individuals shall consist of twelve (12) representatives from the regional chapters and one (1) At Large member. In the absence of the election of National Officers and thirteen (13) willing Full Members in good standing as set forth in Article IV, Section 5, the Board of Governors shall choose seven (7) Full Members of the Corporation in good standing at large to serve on the Board of Governors to include the Newsletter Editor and the immediate Past President if applicable. The Board may then choose to elect an Executive Committee from its Board members to govern the Corporation on a day-to-day basis. The Executive Committee may appoint from its members such officers as it deems necessary for the running of the Corporation. Board members shall serve terms of two (2) years each, until their successors are elected and qualify. The respective number of representatives from each chapter shall be determined by the Board of Governors based upon the relative sizes of the membership of the regional chapters .

Quorum

Section 3. At least fifty percent (50%) of the Board of Governors must be present to vote at all meetings.

Vacancies on Board

Section 4. In the event of a vacancy or vacancies among the Governors by reason of death, resignation, removal, or termination of membership, the vacancy or vacancies shall be filled by candidate(s) selected by the chapter(s) requiring representation until the next annual meeting, at which time the Corporation shall elect a Governor or Governors to fill such vacancy or vacancies for the unexpired portion of the term following the report of the Nominating Committee as provided in Article IV.

Removal of Governors

Section 5. Governors may be removed for cause by affirmative vote of three-fourths (3/4) of the members present at any regular or special meeting of the Corporation, notice of which shall include a statement of such proposed removal and no Governor shall be removed without first being given the opportunity to be heard by the meeting at which the question of his/her removal is to be voted on.

Limitation on Authority to Incur Debt

Section 6. The Board of Governors shall have no authority or power, except by special vote of the Corporation, to make it liable for any debt beyond the amount of money which may be at the time in the Secretary/Treasurer's hands and not needed for the discharge of existing debts or liabilities. The Board of Governors from time to time may establish annual dues and entrance fees for membership in the Corporation, provided annual dues and entrance fees shall not take effect until at least three (3) months subsequent to the action of the Board of Governors in fixing such annual dues and entrance fees after written notice to the membership of the Corporation.

Committees

Section 7. The Board of Governors may appoint from time to time as the occasion arises, committees which shall be constituted and which shall have such powers and duties as may be provided for by the Board of Governors. Any member of the Corporation is eligible for membership on any committee, but the Chairman of each committee shall be a member of the Board of Governors membership on any Executive Committee of the Board shall be limited to Governors.

Section 7.1. The Board of Governors shall appoint the following committees:

1. An Executive Committee, which shall have the powers set forth in Section 7.2

2. A committee to arbitrate dealer disputes

3. A committee to determine if art objects submitted to it are genuine or fake. Each member is bound by the decision of the Committee on Fakes

4. A lobbying / legal committee

5. A membership committee

6. A nominating committee as described in Article IV, Section 2 and

7. Such other committees as the Board deems appropriate.

Section 7.2. The Executive Committee of the Board of Governors shall consists of no fewer than five (5) members of the Board of Governors in good standing, including the President of the Corporation. Except as specified herein, the Executive Committee shall have and may exercise any and all of the powers of the Board of Governors as set forth in these By Laws, at all times except when a quorum of the Board of Governors has assembled for a meeting. The Executive Committee shall not, under any circumstances, have any of the following powers: to amend the articles of incorporation of the Corporation to remove any officer of the Corporation to expel a member from the Corporation to fill a vacancy on the Board of Governors or to remove a member of the Board of Governors. Any action taken by the Executive Committee shall be formally reported to the full Board of Governors at its next meeting following such action. The Executive Committee may meet at such times and places as shall be determined by the President, and may meet by telephone conference call provided, however, that written notice of any such meeting shall be provided to each member of the Committee no less than twenty-four (24) hours prior to any such meeting. The President shall cause minutes to be kept of each such meeting, which minutes shall be provided to the Board of Governors. A quorum of the Executive Committee shall consist of at least one-half (1/2) of its full membership.

ARTICLES III

NATIONAL OFFICERS

Number and Term

Section 1. The national officers of the Corporation shall consist of a President, Vice President, and Secretary / Treasurer, who shall also be members of the Board of Governors. The terms of the office of the President, Vice President, and Secretary / Treasurer shall be two (2) years, or until their successors are elected and qualify.

All officers shall be elected at the time of the annual meeting in the year in which the term of office expires, by mail ballot as provided in Article IV. The Board of Governors may appoint an Executive Secretary to hold office at the pleasure of the Board.

Vacancies Among Officers

Section 2. In the event of the death, resignation, removal, termination of membership, or inability to act, of any of the elected officers of the Corporation, a successor to fill the office so made vacant for the balance of the term shall be elected at the time of the annual meeting following the report of the Nominating Committee, by mail ballot as provided in Article IV.

Removal of Officers

Section 3. Elected officers of the Corporation may be removed for cause by the affirmation vote of three-fourths (3/4) of the members present at any regular or special meeting of the Board of Governors, provided that the notice of such meeting shall include a statement of such proposed removal and no officer shall be removed without first being given the opportunity to be heard by the meeting at which the question of his/her removal is to be voted on.

Duties of President

Section 4. The President shall preside at all meetings of the Corporation and of the Board of Governors. In the absence of the President, or if the office is vacant, the Vice President shall preside, and in the absence of the President and Vice President, the Governor elected by vote of the meeting shall act as Chairman. The President shall perform such other duties and have such authority as from time to time may be assigned to him/her by the Board of Governors.

Duties of Vice President

Section 5. The Vice President shall, at the request of the President or in his/her absence or disability, perform the duties of the President. In the absence or disability of the Secretary / Treasurer his/her duties shall be performed by the Vice President. The Vice President shall perform such other duties and have such authority as from time to time may be assigned to him/her by the Board of Governors.

Duties of the Secretary / Treasurer

Section 6. The Secretary / Treasurer shall keep a record of the proceedings of the Corporation, and of the Board of Governors shall notify new members of their election shall issue all notices and conduct all correspondence of the Corporation and of the Board of Governors, except where otherwise provided. If the Secretary / Treasurer is absent from a meeting, a Governor, pro tempore, shall be chosen by vote.

Section 7. The Secretary / Treasurer shall collect and keep all moneys of the Corporation and disburse them under the direction of the Board of Governors. He/she shall keep the accounts of the Corporation and shall make a report of its financial conditions at each annual meeting and shall send all notices and conduct all correspondence relating to the financial matters of the Corporation. The Secretary / Treasurer's accounts shall be audited in the manner hereinafter provided.

Section 7.1. At the end of each fiscal year, the Governor shall make a full financial report to the Board of Governors showing the total amount of cash in bank and on hand, accounts receivable and payable and the income and expenses for the year. The Governor shall make such interim reports as may be requested from time to time by the Board of Governors.

Duties of Executive Secretary

Section 8. The Executive Secretary, if one shall have been appointed by the Board of Governors, shall perform such duties as the Board of Governors may direct.

Auditor

Section 9. The Board of Governors shall appoint an auditor who shall not be a Governor nor a national officer, whose duty shall be to audit the Secretary / Treasurer's accounts, either in person or by an expert, and make a report thereon to the Board of Governors when so requested.

ARTICLE IV

ELECTION OF NATIONAL OFFICERS AND GOVERNORS

Time and Manner of Elections

Section 1. All national officers and Governors of the Corporation shall be elected by secret ballot at the time of the annual meeting of the Corporation. Mail ballots, with appropriate provisions for secrecy, shall be sent to all Full Members entitled to vote at the time that notice of the annual meeting is mailed to each member, and the Board of Governors shall make appropriate provisions for the receipt, safekeeping and counting of such ballots for the annual meeting. The ballot shall include the report of the Nominating Committee hereinafter provided for together with appropriate provisions for members to vote for candidates not selected by such Nominating Committee. The votes shall be counted prior to the annual meeting by the Executive Secretary with two (2) members selected by the Board of Governors at their meeting preceding the annual meeting. Newly elected officers and Governors shall be notified promptly to assure their attendance at the annual meeting. Public release of the names of the newly elected officers and Governors shall be made at the annual meeting.

Selection of the Nominating Committee

Section 2. The Nominating Committee shall be composed of one member from each of the regional chapters to be chosen and designated at the chapters' annual meeting each year by whatever method commends itself to the individual chapters. To these members shall be added two (2) more individuals elected by secret mail ballot at the time of the annual meeting of the Association from a panel comprised of retiring members of the Board of Governors. The two candidates who received the highest number of votes shall, together with the members designated by the regional chapters, compose the Nominating Committee for the ensuing year.

Duties of the Nominating Committee

Section 3. The elected members of the Nominating Committee shall convene the first meeting of the Committee. The Committee shall hold such meetings as seems necessary and desirable to insure the prompt and proper discharge of the Committee's obligations such meetings to be reported to the Secretary / Treasurer of the Corporation.

Section 4. The Nominating Committee shall present a slate of members recommended by it for election to the various offices of the Corporation. The Nominating Committee shall present its recommendations in writing to the Secretary / Treasurer at least six (6) weeks prior to the annual meeting and the Secretary / Treasurer shall forward a copy of the slate to each member entitled to vote in connection with the sending of the mail ballot provided for above.

Section 5. In the event the Nominating Committee is unable to find willing and qualified members to run for the National Officers, it is to notify the Board of Governors of that fact in writing. At that time the Board may choose to offer the membership a full slate of sixteen (16) members to be elected to the Board of Governors as set forth in Article II, Section 2. In the event the Board of Governors is unable to find sixteen (16) individuals willing and qualified to serve on the Board of Governors, the Board will select at large seven (7) members minimum to include the immediate Past President and Newsletter Editor if applicable to make up the new Board.

ARTICLE V

MEETINGS OF THE ASSOCIATION

Time of the Annual Meeting

Section 1. The annual meeting of the members of the Corporation shall be held on such date and at such place as may be designated by the Board of Governors.

Notice of Annual Meeting

Section 2. Notice of the annual meeting of the members of the Corporation shall be mailed to each member at his/her address as it appears on the records of the Corporation, not less than forty (40) nor more than fifty (50) days prior to the day of the meeting. Ballots shall be mailed to Full Members only and shall be collected and counted as provided in Article V, Section 1. Ballots shall be kept safely for one (1) month after an election.

Special Meetings

Section 3. Special meetings of the members may be called by the Board of Governors, by the President, or upon the written request of one-fifth (1/5) of the Full Members. The Secretary / Treasurer shall forward a written notice thereof ten (10 ) days beforehand to each member which shall state the purpose(s) for which the meeting is called.

Quorum

Section 4. One fifth (1/5) of the Full Members, or fifty (50) such members, whichever is less, shall constitute a quorum for the transaction of business at any meeting of the Corporation and a majority vote shall be necessary for the adoption of all matters voted upon except as otherwise herein provided.

Limitation on Attendance

Section 5. No stranger shall be present at any meeting during the transaction of business except by invitation of the Board of Governors.

ARTICLE VI

MEETINGS OF THE BOARD OF GOVERNORS

Annual Meeting

Section 1. The annual meeting of the Board of Governors shall be held upon adjournment of the annual meeting of the Corporation.

Regular Meetings

Section 2. Regular meetings of the Board of Governors (of which the annual meeting shall be one) shall be held at least annually and (except as to the annual meeting) at such time and place as may be from time to time determined by resolution of the Board of Governors.

Special Meetings

Section 3. Special meetings of the Board of Governors may be called at any time by the President or by written request of three (3) members of the Board. Said meetings shall be held at such place at such time as may be designated in the notice of the special meeting.

Notice of Meetings

Section 4. Written notice of the time, place, and purpose of any meeting of the Board of Governors shall be sent to each member of the Board at least five (5) days prior to the meeting, or in accordance with the provisions set forth in Article IX, Section 2.

ARTICLE VII

REGIONAL CHAPTERS AND REGIONAL OFFICERS

ESTABLISHMENT OF REGIONAL CHAPTERS

Membership in Regional Chapters

Section 1. The Board of Governors by majority vote at any regular or special meeting may from time to time establish such regional chapters as it, in its sole discretion, may deem proper and in keeping with the objects and purpose of the Corporation. The Board shall fix the boundaries of any such regional chapter so established and all Full Members or Associates of the Corporation residing or having a place of business in such regional chapter are required to become members of such chapter and shall be entitled to notice of all meetings of each chapter. Full Members shall be entitled to vote at all meetings of their chapter. Associates shall not have the right to vote on chapter matters. On written request, a chapter may excuse a member from the obligations of membership in such chapter for good and sufficient reason, in which event such member shall not be entitled to notice of nor attendance nor vote at any meetings of the chapter nor have a voice or part in the conduct of such chapter. Unless so excused, each member shall be subject to all the obligation of chapter membership.

Section 1.1. In the event that the Full Member and Associate(s) of the same firm qualify for membership in more than one (1) chapter by reason of residence or location of branch(es) of business, the Full Member shall designate the chapter to which he/she will apply, and retains the right to vote in such chapter only. The Associate(s) shall designate the chapter to which he/she/they will apply. The Associate(s) shall not vote on chapter matters, but may participate in all other chapter affairs upon payment of chapter dues.

Changes in Regional Chapters

Section 2. The Board of Governors may from time to time alter the boundaries of a regional chapter or consolidate two (2) or more regional chapters or abolish a regional chapter upon the consent of a majority of the Full Members in each regional chapter affected. In the event a majority of the Full Members in any regional chapter affected fails to consent to any action of the Board of Governors taken pursuant to the Section, then the Board of Governors may by resolution submit its action to a vote of the Full Members present at the next annual meeting or special meeting of the Corporation. The Board shall implement the decision of the Full Members present at such meeting.

Meetings of Regional Chapters

Section 3. Each Regional Chapter shall hold a meeting at least once annually on a day and at a time and upon such notice as shall be fixed by each said chapter. The Full Members of each Regional Chapter shall elect a Chapter Chairperson with such regional powers and duties as each such Regional Chapter shall designate. The Chapter Chairperson shall serve for a period of two (2) years and at the end of his/her term, the members of said Regional Chapter shall, by secret ballot, prior to the annual meeting in the year in which such term ends, elect a successor whose name(s) shall be announced at such annual meeting.

Limitation on Action by Regional Chapters

Section 4. No Regional Chapter or Chapter Chairperson shall in any way or manner, directly or indirectly, in writing or otherwise, take any public position on any matter whatsoever which might be construed or interpreted to be the position of the Corporation on such matter without obtaining the prior approval in writing of the Board of Governors.

ARTICLE VIII

AMENDMENTS

Section 1. Amendment to these bylaws may be adopted at any regular or special meeting of the Board of Governors, by a majority vote of all Governors actually voting provided that the notice for such meeting shall set forth a summary of any proposed amendments to be considered and acted upon. The President may also submit proposed amendments to the Governors for vote by mail.

ARTICLE IX

LIABILITY

Section 1. No director, officer, employee or member of the Corporation shall have any personal liability whatsoever for any obligation of the Corporation.

Section 2. The Corporation shall indemnify and hold harmless any director or officer or former director or officer of the Corporation against any expenses, costs or attorney's fees actually and reasonably incurred by him or her in connection with the defense of any action, suit or other legal proceeding in which he or she is made a party by reason of being or having been a director or officer of the Corporation. The indemnification provided herein shall include any amounts paid to satisfy any judgment or to compromise or settle any claim. No such indemnification shall be available, however, if the claim arises out of any act or omission constituting negligence or misconduct by such director or officer in the performance of his or her duties as director or officer.

Section 3. The Corporation shall have no liability whatsoever for any representation by any member of the Corporation with respect to any object sold, appraised, or reviewed by such member, and no member shall have any authority whatsoever to make any representation to any person that any statement or representation by such member is attributable to the Corporation or to its directors or officers, or that the Corporation or its directors or officers vouches for, guarantees or stands behind any such representation in any manner whatsoever.

Section 4. Neither the Corporation, its directors or officers, nor the members of the Committee on Fakes, shall have any liability whatsoever for any statement, action, or decision or failure to act or decide by the Committee on Fakes with respect to a determination as to the authenticity of an object submitted to the Committee on Fakes for review or consideration, and any person who submits any object to the Committee or any member thereof for consideration or determination of authenticity, or for any other purpose, shall, as a condition of receiving any advice or opinion from the Committee or any member thereof, agree that such person shall hold the Committee, its members, the Corporation and its officers and directors absolutely harmless from any claims or demands whatsoever arising out of any opinion, representation, action or omission of the Committee with respect to any such object.

ARTICLE X

TRADE PRACTICES AND GUARANTEE

All members of the Corporation shall conduct their business in accordance with the following standards:

Prices

Section 1. All merchandise displayed for sale by a member in a show or fair or a store open to the public shall bear a tag clearly stating the price of the item. Old price tags showing prices that are no longer in effect shall be removed, or shall contain a clear indication that such price has been superseded. Items on display that are not for sale shall have that fact clearly indicated.

Condition

Section 2. A. Upon request of the purchaser, Full Members must provide a written report on each item purchased. The report should include a description, history, condition or any other pertinent information. The report must follow the guidelines set in Section 2, A through F.

B. The description of the object, shall identify it and include important identifying features, such as size, color, composition, etc. Any reservations as to the object's authenticity should be stated here, and/or under the description of the object's history.

C. The description of the object's condition should include all important physical details, such as damage, restoration, fading, defective mounting, etc. Any defects having a significant effect on the value of the object shall be disclosed in detail. The description of condition shall also include one of the following descriptive terms (having the meaning indicated):

EXCELLENT. Object reflects excellent condition if the state of preservation (i.e., wear and/or losses to decoration, patina, design, paint, weave, etc.) either exhibits original stable condition or reflects stabilization, conservation without altering, in a significant manner, the object's original function or artistic intent. Structurally sound. No significant restoration.

VERY GOOD. Object reflects very good condition if the state of preservation (i.e., wear and/or losses to decoration, pagination, design, paint, weave, etc.) either approaches near original condition, but is not excellent, or exhibits stabilization, conservation which reflects slight deterioration from original function or artistic intent. Maintains structural integrity, slight restoration evident.

GOOD. Object reflects good condition if the state of preservation (i.e., wear and/or losses to decoration, pagination, design, paint, weave, etc.) either exhibits clearly its original function and artistic intent, although having considerable wear, or exhibits stabilization, conservation or restoration which reflects original function and artistic intent. Object maintains structural integrity. Restoration may be evident.

FAIR. Object reflects fair condition if the state of preservation (i.e., wear and/or losses to decoration, pagination, design, paint, weave, etc.) is in tender state of preservation showing considerable wear and deterioration, but clearly indicates the general nature of its original appearance. May be in need of structural stabilization, conservation, restoration.

D. The history of the object should include any important information known to the dealer, such as the culture of origin, the date of manufacture, whether made for tribal use or other use, prior ownership, inclusion in public shows, references in literature, and the like.

E. The failure to mention in the written description of the condition of the object any significant defect that would not be obvious to the uninformed buyer, constitutes justifiable grounds on the part of the buyer to believe that no such defect exists with respect to the object. Where the dealer has insufficient knowledge or evidence for believing a fact relevant to the object's condition, authenticity, or history, he/she shall so state in the appropriate place on the form.

F. At the time of sale, the seller shall provide to the purchaser a copy of the written statement of the condition of the object, and shall keep a copy in the seller's file, attached to a dated photograph of the object sufficiently clear to show distinctive features of the object.

Guarantee

Section 3. All members of the Corporation shall guarantee the title, condition, and authenticity of every object sold by them, and shall agree to arbitration of any dispute over a sale transaction, in accordance with the following provisions, which provisions shall be made known to each buyer in such manner as the dealer sees fit:

GUARANTEE. The Seller's judgment as a dealer in objects of this kind, the information set out above is accurate. If the Buyer shows that such information is inaccurate in any significant way and offers to return the object to the Seller within one year from today, the Seller will accept the return and offer a full refund, which the Buyer agrees to accept as full satisfaction. The return of the object must be in the same condition as sold. The Seller also guarantees that the Buyer gets good title to the object. If the Buyer's title is questioned and the Seller is promptly so informed by the Buyer, the Seller will either remove any cloud on the title or accept return of the object and give the Buyer a full refund, at the Seller's option. These guarantees extend only from_________________________________ to the Buyer named in this invoice.

ARBITRATION. Any disagreement relating to this transaction shall be decided by an arbitrator chosen by agreement between the Buyer and Seller. If the Buyer and Seller cannot agree, the dispute shall be decided by independent arbitrators chosen by the Antique Tribal Art Dealer's Association, Inc. The Seller and the Buyer agree to be bound by that decision and the Corporation shall not be held liable for the Arbitration Committees' decision.

Catalogue Sales

Section 4. Dealer catalogues or advertisements for purchase by mail order shall contain a statement of who bears the cost of shipping and insurance. All goods purchased by mail order may be returned by the buyer for full refund in the event the buyer is dissatisfied with the item on any ground, although a dealer may delete from his/her mailing list any customer who in his/her judgment take unreasonable advantage of this privilege. Any returns should be made promptly after receipt and inspection of the object. All objects should be properly packaged for shipping, and buyers should be cautioned that an object to be returned should be packed as well as it was when sent.

Transactions Between Dealers

Section 5. Any order placed by a dealer is, unless otherwise stated, not returnable, unless the object is not as described. An object may not be considered to be ordered subject to customer approval unless the selling dealer understands and agrees to such terms prior to shipment. Dealers are expected to grant reasonable credit terms to other ATADA member firms, and all members are expected to pay their obligations promptly, when due. Discounts of at least 10% are customarily offered to other dealers. In the absence of arrangements to the contrary, terms of payment are normally thirty (30) days from the date of invoice for sales within the United States and on receipt of parcels shipped overseas. Special arrangements may be sometimes necessary when dealing with publicly-supported institutions.

Appraisals

Section 6. It is the professional responsibility of every dealer to carry out appraisals with the utmost integrity. Fees for appraisals should be based on professional services rendered and expenses rather than on a percentage of the appraised value.

Dealer Purchases

Section 7. An offer by a dealer for the purchase of an object at a stated price shall be effective only for the time at which the object was offered for sale, unless the dealer states otherwise. Whenever a dealer purchases in good faith an object that is later proven to have been stolen from another dealer, the object shall be returned to its legitimate owner, but the dealer from whom the object was stolen should repay to the purchasing dealer a sum up to full amount of the price paid by that dealer.

Miscellaneous

Section 8. A. No dealer shall approach or solicit a customer in another dealer's shop or show booth without the implied or express consent of the owner of the shop or booth where such customers are found.

B. Where any dispute over a business matter arises between two or more members of the Corporation, those members will seek mediation by the President and the Board of Governors of the Corporation prior to taking any such disputes into the courts or other outside forums.

ARTICLE XI

VETTING GUIDELINES FOR ATADA

APPENDIX I

REGIONAL CHAPTERS

Section 1. THE WESTERN CHAPTER shall consist of the following states: Alaska, Hawaii, Washington, Oregon, California, Idaho, Montana, Wyoming, Nevada, and Utah. It shall have four (4) representatives on the Board of Governors.

Section 2. THE EASTERN CHAPTER shall consist of the following states: North Dakota, South Dakota, Nebraska, Minnesota, Iowa, Wisconsin, Illinois, Michigan, Indiana, Ohio, Pennsylvania, Maryland, Delaware, Washington D.C., New Jersey, New York, Rhode Island, Connecticut, Massachusetts, Vermont, New Hampshire, Maine, Louisiana, Arkansas, Missouri, Kentucky, Tennessee, Mississippi, Alabama, Georgia, Florida, South Carolina, North Carolina, Virginia, and West Virginia. It shall have four (4) representatives on the Board of Governors.

Section 3. THE CENTRAL CHAPTER shall consist of the following states: Arizona, New Mexico, Colorado, Kansas, Oklahoma, and Texas. It shall have four (4) representatives on the Board of Governors.